SEC Form 3
FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 01/06/2020 | 3. Issuer Name and Ticker or Trading Symbol FLOTEK INDUSTRIES INC/CN/ [ FTK ] | |||||||||||||
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Restricted Stock Units | (1) | (1) | Common Stock | 570,000 | (2) | D | |
Stock Options (right to buy) | (3) | 12/21/2029 | Common Stock | 1,000,000 | 1.93 | D | |
Stock Options (right to buy) | (4) | 12/31/2026 | Common Stock | 2,000,000 | 1.93 | D | |
Right to Purchase Common Stock | 12/22/2019 | 03/21/2020 | Common Stock | (5) | (6) | D |
Explanation of Responses: |
1. The restricted stock units vest in five equal annual installments beginning on December 22, 2020. |
2. Each restricted stock unit represents a contingent right to receive one share of Flotek Industries, Inc. ("FTK") common stock. |
3. The stock options vest in five equal annual installments beginning on December 22, 2020. |
4. 33% of the stock options vest upon FTK common stock achieving a market price of $3.60; 66% of the stock options vest upon FTK common stock achieving a market price of $5.40; 100% of the stock options vest upon FTK common stock achieving a market price of $7.20, in each case over a 20-day consecutive trading day period from time to time during the performance period from January 1, 2020 through December 31, 2024. If the 20 consecutive day market price during such period is greater than $1.93 but less than $7.20, then the percentage of the stock option that will vest will be determined using linear interpolation as set forth in the reporting person's award agreement. |
5. The reporting person has the right to purchase up to the lesser of: (a) 0.99% of the number of shares of FTK common stock outstanding immediately before such issuance, and (b) $500,000 of shares of FTK common stock. |
6. The right to purchase common stock is exercisable at the then-current market price of the shares of FTK common stock on the date or dates of purchase. |
Remarks: |
Exhibit 24 - Section 16 Power of Attorney. |
/s/ Elizabeth T. Wilkinson, Attorney-in-Fact | 01/10/2020 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |